Ben 10: Ultimate Comeback
by UltimateAdvBen
Summary: Ben Tennyson returns once again. Instead of the Omnitrix, he'll use the Ultimatrix. All events of Omniverse events happen with some alterations Disclaimer: I don't own its franchise
1. Vilgax's Return

**Me: Hello, welcome to my 2****nd**** story of Ben 10. Story begins 1 month after the events of Ben 10: The Fated Battle or something, I forgot. Who cares about that, now a new Story awaits of Ben's stories that I call, "Ben 10: Ultimate Comeback". Enjoy Chapter 1: Vilgax's Arrival Once More (P.S. He is different from the Ben 10,000 of Ben 10 UA, but resembles him)**

At the very start of Summer again, in a dark and cloudy morning. A very immature, cocky, arrogant and self-confident 36 yrs. Old, Ben Tennyson, was preparing for his daily drive in his brand new car which was highly modified by Kevin and the Galvans."Ahh, nothing more than a great stroll… I meant drive." Suddenly, an earthquake began and Albedo came out, causing Ben to lose control and bump into a fence. He left the car. "Sorry about that." Ben apologized, he began to glare at Albedo as he laughed evilly. "Oh Tennyson, my grudge against you isn't over yet." Albedo grunted. Then in the midst of darkness, Z's Skayr came out with evil hisses. "Iiiiiiiiiiiit'sssss nooooooootttt oooonnnnllyyyyyyyy yoooooouuuuu" (Z's Skayr is Ghostfreak who got out from the Original Omnitrix) Thirdly, Aggregor came out in his Ultimate form. "Ben Tennyson, I have come for your powers" He said with his hands glowing with red aura

"How are you in your Ultimate Andromeda Form?!" Ben exclaimed, Aggregor gave an evil smirk at him and quickly answered his exclaimed question. "It seems that Kevin took half of my energy and I waited for years to fully regenerate it. It seems that's the explanation for Kevin's sudden transformation against Albedo." Ben used the Ultimatrix and he transformed into Echo Echo. "Echo Echo!" Ben shouted. He made 2 more Echo Echoes and they both transformed into some Ultimates. Main Ben transformed into Ultimate Way Big. Ben#2 transformed into Ultimate Atomix, which was a lot bigger than Atomix, his hands were replaced by Bazookas, has a jet pack, some fingers on the hand-bazooka, each ray guns on his shoulders and his large Ultimatrix-shaped chest had 4 spikes.

The 3rd Ben became Ultimate Heatblast, his flames got bigger and stronger, he got 2 miniature volcanoes on his 2 shoulders, a fiery jet pack, metallic gauntlet that can make his fire more hotter, brighter or stronger and somehow has an armor similar to Tetrax and its mask or something for water.

The Main Ben fought against an Way Big Albedo, Ben punched Albedo on the chin, next an uppercut then a wave that badly hurt Albedo. Albedo punched him though Ben blocked it and countered a Mega powered punch that tossed Albedo to the moon. Ben transformed back to Echo Echo.

Ben#2 fought against Ultimate Aggregor, Ultimate Aggregor punched Ben#2 continuously, but he just easily dodged all of them until he punched him in the gut, causing many pain, then Ben#2 tossed Ultimate Aggregor upwards and blast his Nuclear Winner at him. "NUUUUUCCCLLLEEEEEEEAAAAAARRR WIIIIIIIINNEEEEEEERRRRR!" Ultimate Aggregor quickly reverted back to his regular form after getting hit. "Easily done." Ben#2 smirked it off and change back to Echo Echo

Lastly, the 3rd Ben fought Z's Skayr, starting with Z's Skayr firing a Ghost Wave at Ben#3, tossing him to some trees but it didn't stop him. "Time to add my fire some brightness and hotness" Ben#3 said. He turned it up and his fire became as bright as the brightest sunrise ever. Z's Skayr's skin began to get crispy and dark. Ben#3 fired some Flamethrowers to Z's Skayr causing him to burn up. "Not enough, still want more." Ben#3 added, he ruthlessly added up the heat and quickly finished off Z's Skayr until Main Ben used the Null Void Projector to put Aggregor, Albedo, and Z's Skayr in it. "What's the idea, I could've finished him off directly?!" He growled, making his flames grew. "Hey, you're here to help me fight them, not kill them." Main Ben said. "Whatever" Ben#3 said as he rolled his eyes and transformed back to Echo Echo, they returned back to each other and ben reverted back to Ben

Somewhere at the deepest part of space… Vilgax was watching the battle between the Bens and the 3 villains. "It seems I have underestimated him once again. Time to make sure that he is done for. Go finish him off, Doctor, and retrieve me his wonderful device." Vilgax said, he ordered Dr. Animo to get Ben in exchange for the Ben's Ultimatrix. Animo also helped Vilgax by upgrading his body to its fullest. He looks like his Ben 10 appearance, but his powers was returned back to him and some were upgraded, his body grew larger, more muscular, and a not-yet finished Omnitrix build by Dr. Psychobos but Vilgax stole it and asked Dr. Animo to use half of the Ultimatrix's core for it.

"I shall return back with it!" Animo replied back. He used a watch similar to an Omnitrix, then slammed the dial and he grew muscles, mutated some Big Chill wings, his skin color became the color of Humongousoar, his teeth grew fangs, and had extra powers. After this he blew off an interior of Vilgax's ship and flew to Earth. "I'm coming for you, Tennyson!" Back at Earth, Ben drew to Mr. Smoothy's. Blukic and Driba were there eating their favorite Grasshopper-shake smoothies. "Hello Blukic and Driba." Ben greeted the two. Blukic gave a laugh at Driba and said. "Ha! I told you that I'll always be the first one to be greeted than you." Blukic bragged. "Darn" Driba said.

"It's weird that many villains are attacking me. Yesterday, I was attacked by Eon but I beat him with Clockwork and just later I was attacked by Albedo, Z's Skayr, and Aggregor." Ben said. "I think someone is set to kill you, Ben" Driba said, while giving a slurp of his smoothy. "But who could he or she be?" Blukic asked. "I believe it's a he" Rook come in from Ben's Ultimatrix. "Great work, Rook. Who is it?" Ben asked. Rook began to search files and gave out a large gasp. "I believe that the culprit is… Vilgax?!" Rook exclaimed in deep fear. "Surely the name Vilgax is scary." Driba said. Ben gave a proud thumbs up and said "But not me. I can face squid-face. But I can't believe that he's sending someone to kill me rather than himself. It's so like him 26 years ago." Ben pointed out.

Dr. Animo crash into a building and transformed back into his normal form. "Ben Tennyson, prepare to die" Animo declared. "In your dreams, Animo. You don't know who you're messing with." Ben said. Dr. Animo made an evil laugh and declared. "Oh I do, and the outcome is you dying from my alternative watch." Animo hit the dial and transformed into his mutated form. "Behold your destruction, Ben 10" Animo said. "BOOOOOORIING" He just said. Ben powered the Ultimatrix and he was on the hologram. "Perfect." He slammed the dial and didn't change that much but an Ultimatrix dial came on his chest. "Ultimate Ben" Ben rushed into Animo and swiftly punched him multiple times. "Best you've got" Animo smirked. "Not yet." Ben said, he slammed the dial and a silhouette of Heatblast came. "Okay, how can you take the heat" Ben growled in anger as he tossed fireballs at Animo but to no avail. He slammed the dial again and he transformed into Ultimate Gorillape. "THIS WILL KNOCK YOU DOWN." Ben yelled at Animo who just gave him a sly smirk. Ben got angry and opened his mouth wide and fired a big wave that hit Animo, though he just got a scratch. "NOOO!" A tired Ben breathed out. Animo swiftly uppercut Ben and fired abundant shots of Chromastone Beams, he flew up and his mouth fired an Astrodactyl beam, Ben reverted back. "Now is the time to use Alien X, Ben Tennyson" Animo teased. Ben was about to transform but Rook interfered. "Ben, don't do it. He'll just absorb it." Rook warned. "I know, but I have no choice" Ben said, looking like there's no choice. Animo evilly grinned while Rook, Driba and Blukic were both angrily scared. "If I won't absorb him first" Ben said, he transformed into Feedback and absorbed the powers of Animo's Alien Watch and the powers were drained but Animo still had some sufficient energy. "Ultimatrix, use the absorbed powers." Ben said. The Ultimatrix absorbed it, Ben transformed into Ultimate Rath, "LEMME TELL YA SOMETHING, DR. ANIMO. ULTIMATE RATH WILL NOW KICK YOUR BUTT TO THE FULLEST!" Ben roared fearfully. Ben elbowed him, he jumped highly and sucker punched him, he unleashed his fistful claws and quickly scratched everywhere at Animo, reverting back to Ben. "Had enough?" Ben proudly asked him. Animo trembled in pain but just laughed evilly at Ben. "You might've beaten me, but it doesn't matter now, Tennyson. You'll finally be defeated once in for all but not through me. I shall finish this battle now." Animo said, he desperately grabbed the Ultimatrix, his Alien Watch absorbed some powers of the Ultimatrix and was directly transported Vilgax's Omnitrix. They took away Animo and Upgrade destroyed his Alien Watch

At Vilgax's spaceship. "It seems that Animo can't beat Ben and his Ultimatrix. But thanks to Dr. Animo, my Omnitrix's power is at max. I shall now kill you, Ben Tennyson!" Vilgax proclaimed. The ship head to Earth. He commissioned a wide viewer for all the humans. "People of Earth, I, the king of Vilgaxian, Vilgax, will threat the earth and all its inhabitants. All I need is a challenger and I volunteer one, Ben Tennyson. I don't care if someone will fight me first, but I only seek is Ben Tennyson. If no one can beat me, I shall disintegrate Earth with all you in it" Vilgax said. All of the people panicked and many shout in fear. Ben heard this from the Plumber Station. "What are you gonna do, Ben?" Max asked him. Ben just stared at the Ultimatrix. "I don't know, but I can't fight yet, after Animo absorbed half of its powers. It became disabled." He said. Then, a glow of light appeared and Azmuth came. Not mere a second, Ben furiously grabbed Azmuth and angrily said. "YOU DID THIS! YOU SENT VILGAX TO BEAT ME AND GET THE ULTIMATRIX! NOW THE WHOLE EARTH IS ENDANGERED BECAUSE OF YOU SENDING VILGAX!" Max and Rook took Ben into a corner, Azmuth was breathing heavily and slapped Ben. "You dimwit, I would never asked any help from Vilgax! I came here to help you with the Ultimatrix. You were right, even if it was begging for trouble, it helped many people, especially after the Albedo incident a couple of weeks." Azmuth pointed out. Ben calmed down a bit, but was curious at Vilgax. "If you'll fix the Ultimatrix, how can I fight Vilgax." Ben asked. "Find a way to stall him for me to get some time to fix this, I'll just finish this. It'll just take some time." Azmuth said. Ben think and think until he had a spark on his brain. "I know, Grandpa call some of the Plumber Kids'" Ben said. Max quickly intervened. "Ben, even after many years, I couldn't teach them a lot of Plumber jobs. They're not yet ready." Max said.

"But they can help me stall Vilgax." Ben said. Max finally agreed and he called all of them. After a few hours, Vilgax's ship landed and Vilgax came outside, cracking up his knuckles, also powering up his Omnitrix. The very first one who challenged Vilgax were Manny, Helen, Alan and Pierce. (Pierce was revived by Shenron, Shenlong or something. I forgot the name of him.) "Oh, the Plumber Helpers. This will be quick" Vilgax bragged. Manny got mad from what Vilgax boasted then he rushed to punched him but Vilgax grabbed his arm with ease and just punched him in the stomach, elbowed him there and kicked him far in the woods. Helen got scared but also got angry, she and Pierce formed a combination. Spinning Pierce. Pierce took out 2 thorns from his body and jumped into Helen, she spun around Vilgax and Pierce attacked Vilgax with the thorns but Vilgax only felt ticklish. Vilgax then, punched Helen and she stumble with Pierce on her.

Then Alan, feeling his was alone, ran away from Vilgax in his Pyronite/Heatblast form by Propulsion, Vilgax ran past Alan and kneed him, uppercut him with a part of the elbow hitting him and smashed him down by his two hands. All Plumber Helpers were defeated while Ben's Ultimatrix wasn't finished yet. The Plumbers looked in shock, fear and anger at Vilgax, who was just laughing evilly. "Is that the best force you've got, Ben Tennyson! I only used 1% of my power" Vilgax evilly and proudly boasted. Suddenly, a giant robot came down, smashed Vilgax with its fists and fired a blast from it. Inside it was Cooper Daniels. "Wow, I defeated Vilgax." Cooper said. "Don't dream, boy." Vilgax said, he destroyed the machine with ease but Cooper was able to escape and took the other Plumber Helpers with him. "Your Plumbers are weak!" Vilgax growled.

At Plumber HQ, the Plumber Helpers were being healed, Ben went on the phone and contacted someone. He smiled and withdrew his phone. "Grandpa, I managed to find someone to stall Squidface" Ben said. "Good Ben, I hope the Ultimatrix will be complete." Max said with all hope in it.

A few minutes later, a blue Taydenite sports car drove far but not that very far from Vilgax. "KEVIN!" Vilgax exclaimed in deep shocked. "Hello Vilgax. Nice to see ya." Kevin said, with an X mark on his chin. Gwen came out the car in her Anodite form, Kevin transformed into a mutated form, completely sane. "Let's do this!" Kevin said, punching his upper fists and cracking his lower fists. Kevin flew to Vilgax and fired a Heatblast/Swampfire fire to Vilgax but he wasn't nearly affected. He then used Gravattack's gravity powers to toss Vilgax, but Vilgax just leap on one foot and hit Kevin with a left foot, causing him to fall, Gwen jumped from him and fired a lot of mana to Vilgax, he only destroyed them easily and wasn't even hurt or beaten. Kevin flew up again, firing Jetray's lasers to Vilgax, Vilgax easily dodged them, swiftly punching Kevin through the face, Kevin used NRG's Energy blast but Vilgax dodged them again and finished Kevin by elbowing him down near the Earth's crust. Gwen flew to Vilgax, used her hands for combat, Vilgax countered everything, kicking her down with Kevin.

Ben and Max watched in anger, he went to Azmuth. "Azmuth, how long will it need to take to finish that?" Ben stubbornly asked him. Azmuth finally finished the Ultimatrix. "It's done now, Ben Tennyson. But use it wisely, I still don't trust the Ultimatrix's powers and its use" Azmuth said, Ben took it and fitted it from his right wrist. "Sure, but you trust me right." Ben asked Azmuth, he avoid his question and told him the new features of the Ultimatrix. "Ben, I've added new features to the Ultimatrix that has some on Albedo's Omnitrix and doesn't have. You can only remove it, it can contact me when you're in trouble, it does not mistransform, it can record some messages like voicemail, it can detect outer dimensional creatures, it can restore DNA or resurrect dead ones than using that Shenron or Alien X, I added some new aliens that aren't on the old Omnitrix or Albedo's, it can power you up even without the Ultimate Human and won't time out, its permanent, not hack proof, and finally all aliens have Ultimates but you need to unlock them first, and learn it. Oh the Ultimates are now ready to be control and are more easy to use!" Ben got amazed, he impatiently scrolled all the aliens. Azmuth got angry and glared at Ben, he remembered Vilgax, instantly transformed into Fasttrack, quickly rushed to Vilgax.

Vilgax was pummeling Kevin, a lot of blood pour down from Kevin, but Kevin woke up, he took the hand from Vilgax's next punch then absorb half of Vilgax's power, he growled in pain until he threw him away. "How dare he took energy from me?! I'll show him." Vilgax turned up his Omnitrix, a silhouette of Four Arms appeared, Vilgax slammed it and his appearance didn't changed that though having 2 extra arms. "Perfect to throw away trash!" Vilgax grabbed Kevin, he managed to toss him but he quickly vanished in an instant before hitting the ground. "WHAT?! Where did Kevin go?!" Vilgax got surprisingly shocked. Ghostfreak appeared on Vilgax's back, he tapped his right shoulder while Vilgax fell from it to nothing to see from Ghostfreak's invincibility and passing through him, he transformed into Ultimate Ghostfreak, scaring Vilgax, but not much. "Ultimate Ghostfreak!" Ultimate Ghostfreak was like Z's Skayr of the Original Series but more bigger, more spikes, new powers, a gauntlet on his arm that when a push of a button causes him to be protected from the sun's power. "All right, Tennyson, let's get our score settled. I'll make sure that you'll beg for mercy!" Vilgax said. Vilgax rammed him but he wasn't fazed, hurt nor tickled from the attack. "My turn to attack." Ben hissed. He controlled Vilgax, flew him up then tossing him simultaneously. He left from his body, he fired an energy beam to Vilgax, immensely damaging him. He used the Telekinesis power by controlling Vilgax and tossing him up and down. Ben quickly let him go and transformed into Heatblast, firing him with Flamethrowers. Vilgax got scathed because of Ultimate Ghostfreak and Heatblast's attacks. "Grrrr, I'll destroy you!" Vilgax angrily said. "In your dreams, Squidy!" Ben said, unleashing more Fire balls towards Vilgax, burning him madly. (Both Physically and Mentally)

"That's it!" Vilgax slammed the dial again and gain Water Hazard's Hydrokinesis and assaulted Ben giving him an advantage. "'Ugghh' I can't believe this?! Time to power up more." Ben transformed into Ultimate Heatblast with his water-resistant suit. "Now I have the advantage." Ben said, he fired all of his flames in Evaporate Mode of his gauntlets, causing Vilgax's attacks to dry up. "What, I can't control my power?!" Ben keep it up from firing Vilgax until he became angry to transformed the powers of Feedback, his tentacles having some sockets. Ben didn't mind Vilgax's new powers, keeping on giving all of the fires only for Vilgax to absorb it from his tentacles. "Mwahahahaha! Now I have the upper hand, Tennyson. Let's see if you can take the power." Vilgax said. He turned the dial, transforming the powers of Humongousoar plus Vilgax's make him into Ultimate Humongousoar's power. "Now tremble to my power, Tennyson!" Vilgax scared Ben. Ben transformed into Ultimate Humongousoar. The two battled, both of them were in a stalemate before Vilgax added more strength through his veins, and completely crushed Ben with ease with all his hands and feet, causing him to return back to human form. "Do you Ben Tennyson, admit lost?" Vilgax proudly asked. "No, I'll beat you even if I die." Ben said in all his breath. Vilgax simply laughed at Ben. Ben got fed up from Vilgax and his toying with him as Ultimate Humongousoar. "I think you're done. I shall now destroy Earth." Vilgax said. He used Stinkfly's wings and flew upwards. He added NRG's powers for Radiation and powered up a large Radiation blast capable of destroying Earth in a single second. Ben couldn't find any option and finally picked him. "I hope this works." Ben slammed the dial transforming into Ultimate Alien X. "Okay, Vilgax let's end this!" A very determined Ben said. Vilgax just laughed and fired his Radiation blast directly to Ben. When the attack connected, a huge explosion came. The smoke clear out with Ben on a forcefield, he glared at Vilgax who was in deep shock. "What are you?!" A very terrified and shocked Vilgax trembling asked. "I'm the one who'll end you. You defeated Kevin, Gwen, and the Plumber Kids' with no mercy and you'll pay the consequences for facing me, an Ultimate Celestialsapien." Ben said with deep pride. He quickly teleported with Vilgax from deep shock. Out of nowhere, Vilgax got hit from the head, next a punch to the deep stomach, and elbowed him at the back. He charged a big wave to Vilgax. Vilgax countered it with Chromastone's energy but Ben's powers was more stronger than Vilgax, defeating him. Ben finally doubled-axe him followed by a knee to the face then an elbow to the eye and a blast to the body. Vilgax became unconscious from Ben's powers and almost lost his entire body.

Ben reverted back and rushed to Gwen and Kevin. "Ultimatrix, detect the heart signatures." Ben said. The Ultimatrix analyzed Kevin and Gwen then beeped. "Both heart signatures in a vegetative state, initializing healing process." The Ultimatrix gave out energies to them and both regain consciousness. Gwen hugged Ben while Kevin pat him on the back. "You saved the Earth from Vilgax again, that was great Ben." Gwen congratulated. "I'd say you did a good job but Gwen said it so keep up the good work." Kevin said. The Plumbers came and put Vilgax into a chamber. "Ben, we were watching the battle and you ruthlessly beaten Vilgax all by yourself." Max said. "I guess I've overdid it due to Ultimate Alien X's strong power." Ben recklessly said. "It seems that the Omnitrix Vilgax used was a great device to be created by a human" Azmuth said, holding the Omnitrix before disassembling.

"Okay Grandpa, I finished Vilgax. I hope there's a reward?" Ben tried to bribe. "As a matter of fact, I do. It's on the Plumber HQ, let's go eat it. I made it just for you Ben." Max said. Everyone except for the Alien Plumbers and Azmuth said "Ewwww" or "Gross" but they still went to Plumber HQ to eat

**Me: How do you like Chapter 1. It's a bit ugly so don't judge me. Rate and Review**


	2. Fight for Love

**Me: Hi. This is the 2****nd**** Chapter. "The Fight for Love" **

A day after Vilgax's comeback last chapter, Ben went to a hill seeing the sunset with Kai. "So honey, when do you plan to marry me?" Kai asked, Ben didn't notice her and was just toying with his Omnitrix (he wants it to be dub as the "4th, perfect, and strongest device of Azmuth" and "greatest technology" ever made) "Did you say something Kai?" He asked as if he was deaf much to Kai's anger. "Nothing." Ben continued to toy with it. Kai left in deep anger causing Ben a confusion "Why are you leaving, Kai? Aren't we having fun?" Ben asked. "NO! I'm so over it with you thinking about your lame Ultimatrix than me!" "But I'm just checking its new features." He said. "WHATEVER!" She marched farther. "But Kai wait…" Kai stopped and point out to Ben. "If you want our relationship to be over I'm fine with it, just tell me when were through." She took her capsuled Motorcycle and drove off leaving Ben with guilt beside him "How are you bro?" Asked by Guilt. "LEAVE ME ALONE!" Ben growled. Guilt left him, leaving him all alone with the sunset.

Ben drove to Mr. Smoothy and ordered a sweet melon shake with sprinkles. "He drank it while drinking it or slurping. As he drove through Undertown, he went to the lava springs to consult his best friend and former girlfriend, Ester. "I don't understand girls, Ester. Why is it so hard to please them?" He slurped some more of his melt Smoothy before throwing it away. "Hey don't throw garbage here! Our janitors are always tired you know." Ester said, Ben became shocked. "Sorry Ester" Ester explained. "It's Queen Ester. I'm also sorry Ben. It's just many things have happened in the Lava Springs. Many people, I meant aliens come to heat up and freshen up, it's good but always keep their garbage which causes much more angriness to the Kraaho janitors." "Oh, I feel sorry for them." Ben said "So let's talk about your girl problem. What is it all about?" Ben took out a sigh. "It's just Kai is always mad at me for no reason." Ester think about it and answered. "Maybe because your always something ahead on her that is not on the right time or maybe PAY ATTENTION TO HER!" Ben got slightly deaf. "Why are you angry about this?" Ben asked, adjusting his ears. "It's because I hate men who do not pay attention to their girls, like you did when we were a couple." Ben pat her shoulder. "Sorry about it, and thanks for the tip. You really are a true friend when it's about girls. Don't worry also, I'll help you in your Lava Spring and your empire sometime, gotta go." Ben left and drive to Kai's home to reconcile with Kai.

At her home, Kai was in her bedroom, she took a picture of he and Ben when they were teenagers and pressed the picture on her heart. A flash of light appeared on a window, thinking it was Ben, she angrily head outside but it wasn't Ben. It was Khyber. She ran away and head to the living room where she put the Excalibur near a picture of Wes Green and Max Tennyson. After reaching it, Khyber slashed his knife before she countered it. She slashed him outside by destroying the window, she head to the telephone to call the Plumbers, especially Ben until Khyber burst into the wall, Kai slashed him to the wall then the fence. Max quickly answered the call of Kai. "HELP, PLEASE, HELP. KHYBER IS AMBUSHING ME!" Max grew into horror and quickly send backup. "Okay Kai, don't move we'll…" The line broke down as Khyber threw Kai unconsciously. When Ben heard about the news, he rushed through Kai's house. After reaching the house, he saw the house full of debris and fallen walls and bricks. "I'm too late!" He searched for a piece that was Khyber's and found a piece of his armor. He head inside his car and put the piece to a mini-teleporter, it teleported to Gwendolyn and a TV open up with Gwendolyn.

"Gwen, I want you to track where Khyber is." Ben said. "Okay, but can you please call me Gwendolyn now, I feel more please in it." Gwendolyn said. "We don't much have time. Just scan him, he took Kai." Ben growled. Gwendolyn took trace and found out that they were in an old warehouse shack. "I got their trace, I'll put it on your GPS." "Thanks cuz." Ben got the address and quickly sped off to the warehouse.

In the warehouse, Kai was tied up while Khyber was tuning up his old sword. "What do you want with me?!" A terrified Kai asked the huntsman. "Oh nothing much. It's not really you who I'm after, it's the "Ultimate Prize" that I want. Just like a fish, you're the bait and your boyfriend, Tennyson, is my prized catch." Kai flipped her bangs and spoke furiously. "The typical bad guys always kidnap the love interest of the protagonist." Kai said. Khyber laughed manically and show her a remote. "Don't fret my bait, I have a singular remote that can destroy this warehouse in ease with you in it. I can survive tha blast, but can a mere human survive. He only has 5 minutes for you to survive." Khyber said. "Quit counting time, Khyber. You're not a Chronosapien." Ben alleged. "Ah, Ben Tennyson. You surely are fast. As you see, I have your loved in custody. All you need to do is surrender your Ultimatrix and all will be fine." "Never" He transformed instantly to Shocksquatch. "Give me back Kai or else!" Ben demand. "The Ultimatrix" Khyber roared. "So be it"

The two began to duel, Shocksquatch uppercut Khyber electrically, after it Khyber grabbed his hand and kneed him on the chest and the face, Ben transformed into Kickin Hawk and when Khyber went near, he kicked him, jumped at his armor, destroying it in the process and tossed him transforming into Crashopper, kicking him. Khyber faceplanted into the warehouse, being unstable he crash down to the lake. Ben transformed into Ripjaws and swam to the lake. Khyber was escaping and Ben as Ripjaws was following him. Khyber took out a mask for underwater with a mic. "Ben, may I remind you that your girl is still in the unstable warehouse." Khyber said. Ben quickly forgot Khyber and jumped out of water, transforming into Astrodactyl and jetting out through Kai. The warehouse crumble before Ben could reach it. When Ben reached it, he was late. "She's still alive!" A determined Ben said. He transformed to Jetray and speedily swam to the lake, searching everywhere until he spot the picture of them as teenagers with a burned mark. "She was kidnapped. But who?" Ben spot a jetpacked-robot with Kai in it. He saw Khyber got out from the lake and swiftly pushed him into a tree as Four Arms. "Okay Khyber, talk. Who ordered you to kidnap Kai?" Ben growled. "I will never talk!" Khyber stubbornly said. Four Arms choked him. "I'll ask you again and tell it now. Who ordered you?" Khyber struggled to get out and finally talked. "Alright, I'll talk." Four Arms let go of his 3rd arm. "It was a man named Carl Nesmith or Captain Nemesis. He ordered us to get your Ultimatrix for 35 Taydenites" Ben let go and revert back to his human form. "Who're the others" "They're Sixsix and Kraab. I only made a deal but I will also double-cross them by using it on them." Khyber said. Ben quickly jet off from his car and followed Sixsix and he stopped at a construction site with Kraab, Khyber was left alone and took out a picture of him and a mysterious girl that was his same species.

At the construction site. "Where is Tennyson?! Why did you got his lame girlfriend?!" An angry Kraab yelled. "_Alien language_" Sixsix told him the plan and Kraab finally agreed. "Okay, we'll use her as a bait." Kraab said, Sixsix facepalm himself. Ben got out of his car and head inside. He transformed into Ultimate Cannonbolt. "Alright Sixsix, where's Kai?" he spot Kai who was tied up and can't speak. "Mmph, mmph" She told Ben that he was about to be ambushed. "Don't worry Kai, I'll help you get out." He got attacked by a blaster of Sixsix. "_Alien Language_" He said. "Alright scrap metal, I'll show you where the junkyard is" He rolled and hit Sixsix, destroying his jetpack. "That was easy." He smirked. Kraab tossed him into a metal wall. "It would if I weren't here." Kraab formed his hand into a machine gun and blasted Ben with a bionic blast with Sixsix firing his mega blaster. "BEN, NOOOOO!" Kai shouted in deep agony after she took off her tape. Ben was screaming in pain

They were about to kill him until a slash cut their blasters. In a glimpse of an eye, Khyber appeared and punched through Kraab's circuits and kicked Sixsix away. "Khyber, what are you doing here?" A beaten Ben asked. "What do you think, Tennyson. I'm saving your lives." He said. "And why is that?" He confusedly asked. "'Cause you two remind me of my girlfriend, Shari. I don't want to make you feel what we've had 40 years ago"

_Flashback_

"_Oh Khyber, I had the best time." Shari said, eating her Tiffin-flavored ice cream. "Oh really, me too" A young Khyber said. "It's nice that you brought me here." She said. Khyber was a hero before, he had no gills , always smiled, and helped anyone in need, a small or big problem. His alignment will change in this really certain event. He had many villains that have a really deep grudge on him._

_One Day_

_Khyber went to the phone and contacted Shari. "Hey Shari, how ya doing." He asked. "I'm fine. So what do you have plan for us?" She asked in return. "Oh somewhere" He said, taking out a wedding ring. "Oh really. Aaaaah" Shari yelled as she quickly vanished. "Hello! Hello!" Khyber said in pressure. An evil laugh was heard from the phone, an arch-nemesis of Khyber. "Khyber, if you want to see your loved again, come at the abandoned bayou." The villain laughed. "THUNDOR, I'LL KILL YOU" Khyber growled in anger. The line cut and Khyber swiftly head there_

_In the abandoned bayou, Khyber and Thundor settled their differences by fighting each other till their death. In the end, Khyber won and rush to untie Shari but Thundor set up his plan, a missile that destroyed the base where Shari was, killing her in instant. Khyber was caught in the blast but gained his gills in the process, he grew lonely and deep anger that he almost killed Thundor, became evil and began to be the greatest huntsman in the whole galaxy._

_Flashback ends _

"Losing her cause me to turn into a ruthless, self-centered, unloving jerk I am. Seeing you two made me realize that it was not my fault and she wants me to continue to be the hero I was" Khyber said. "Ben reverted back and pat Khyber's shoulder. "Dude, if she were here, I bet she's proud right now" Ben made Khyber smiled for the last 40 years. Kraab and Sixsix stood up and charged an attack on both Khyber and Ben. "DUCK" Ben said, he tackled him down and they began to battle. Ben transformed into Grey Matter. "Khyber, toss me to Kraab so I can adjust his circuits to dispose of his negative alignment and we can get the right information where Captain Nemesis is." Ben bantered. Khyber nod, he grabbed Ben and charged his way. He kick Sixsix's mask, causing him to leave due to his ugliness and punched Kraab unconscious. "Quick go!" Khyber yelled. Sixsix returned with a new mask consisting of blades and a red outline as his visor. Kraab also regain consciousness and the duo started to fight Khyber alone.

Kai wiggled near the sharp pointy thing. (I don't know what it's called) She successfully got near it and broke away freely. She helped Khyber by getting the Excalibur. The two began to fight the two robots. Ben was inside Kraab, he disassembled his circuits and gain all control of Kraab. "Don't worry guys. I'm on it." Ben said in a mic. Kraab destroyed Sixsix by tossing him to the milky way. Ben got out and transformed into Gravattack, he tossed him easily using his gravity powers.

"Guys, I know where Captain Nemesis is. Let's go give him a visit." Ben said. "I'll join you. I want to feel on how to be a hero again" Khyber said. Ben agreed and they head there. It was his building, when they reach the top of the building, Captain Nemesis appeared in a robotic suit that has a place where the Ultimatrix's core will be inserted. "I guess you give up on the attacks I gave to you." Nemesis said. "Actually, it's training. Thanks for that, I'll pay you in return." Ben said, the dial popped up but Khyber suddenly double-crossed them by taking the core of the Ultimatrix. "KHYBER, YOU TRAITOR" Ben growled "Thanks Khyber. Now you can go on your way." Nemesis said. Khyber was shocked and yelled. "We had a deal! I give you the Ultimatrix, you revive my girl!" Nemesis put in the core and grab Khyber. "I lied" He tossed him away in the Taydenites. "Kai, go and fend him off, while I take of the core of his suit." Ben ordered. "Okay Ben, be safe" Kai said.

Kai took her Excalibur out and started to stall Nemesis as she could. Ben secretly climb on Nemesis' big robotic suit and sneakily tried to get the Ultimatrix core, Nemesis found out and toss him away near Khyber. "I'm sorry, Tennyson. I only want to revive my lover again. After figuring out that the Ultimatrix can now revive dead people. I thought that I can have a deal with him." Khyber sincerely said. "You could've just asked me" Ben pouted "Will you allow me?" Khyber slyly grin, Ben smiled too. Kai was fending off but became tired, Nemesis swiftly grabbed her off guard. "KAI" Ben yelled, he rushed to her aid until Khyber grabbed his arm. "Don't Tennyson. I have a plan" Khyber whispered to Ben and he agreed. When Nemesis was about to toss Kai, Khyber slashed the arm of Nemesis' robotic suit, freeing her. "You traitor, we had a deal!" He growled. He rip off the chestplate, revealing the core that gives him powers. Khyber threw it to Ben. "Catch!" Ben didn't caught it but the Ultimatrix successfully did. He transformed into Ultimate Humungousoar and grabbed Nemesis. "Let's see what you feel if you had your loved one gone" He said. Ben formed the bazooka hands and destroyed his paintings, his money and gold and half of his tower. "All of my riches!" An angered Nemesis said, he punched Ben but he didn't felt a thing. "That's what you get for disturbing us" Ben flick him away and head to Khyber. "So where's your girl" Khyber smiled. They head to his ship, there was a shrine in there with the bones of Shari. "Here goes nothing" Ben said. He put the Ultimatrix near the body and said "Revive dead person" Ben ordered. "Request Accepted. Reviving in 1 second. Done" Shari's skeleton floated and regain her system and her skin. Khyber grabbed her hand and she laid down asleep. She woke up and saw Khyber "Oh Shari", they hug passionately with Ben and Kai watching the two reunited couple.

At Kai's house, Ben brought her there and Ben said. "Kai, I'm sorry for what I did at Couple's Hill. I should've paid more attention at you than my watch." Kai kissed Ben on the check. "It's okay. I forgive you." Kai said. "Oh yeah. I want to show you what I was doing when I was checking out the Ultimatrix" Ben said. Kai began to pout. "Oh really, I can't wait" A sarcastic Kai said. Ben kneeled at Kai and the dial of the Ultimatrix pooped out. A hologram appeared and a ring was shown. "Kai Green, will you marry me?" Ben shyly asked. Kai test to see if the ring was real and it was. She paused and looked at Ben who was really scared and shy. She took a deep breath and finally answered. "YES, BEN. I DO AND WILL MARRY YOU!" A joyous Kai said, hugging Ben. "I was finishing the Ultimatrix last night to do this and put the ring in it." Ben said. Kai let go and Ben stood up.

"But how about my house. You sleep on the Plumber HQ since becoming a Magister." Kai asked. Ben chuckled and just looked at her wrecked house. "Don't worry, Kai. I'll demolish your house and build our own headquarters here." Ben said. "But how about the Plumbers." Kai asked. "Quit asking me about the Plumbers. I'll think a way for someone to replace me. I quit on being a Plumber anyway." Ben said. They continued hugging as Kai's house was destroyed completely. "I think Khyber owes you a headquarter" Ben said

**Me: How is this story cheesy? Too much love or corniness? Or is it to lame? Please don't judge me, I'm just a child. Just joking, I'm a teen. An 18-yr. old teen **


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